Common use of Accelerated Vesting and Payment Clause in Contracts

Accelerated Vesting and Payment. Unless otherwise determined by the Committee at the time of grant and unless an alternative award is provided pursuant to Section 9.2, in the event of a Change in Control, each Option that, by its terms, becomes exercisable solely upon the completion of a stated period of service (whether or not then exercisable), together with any outstanding Options that, prior to or in connection with such Change in Control, have become exercisable in connection with the attainment of performance objectives, shall be canceled in exchange for a payment in cash by Holding to each Option holder of an amount equal to the excess of the Change in Control Price over the exercise price for such Option (except as provided in Section 9.2 below). Unless otherwise determined by the Committee at the time of acquisition and unless an alternative award is provided pursuant to Section 9.2, in the event of a Change in Control, the Restricted Period in respect of all Restricted Stock shall lapse.